Terms and Conditions

Please read these Terms and Conditions, carefully before registering for a subscription for the  Services offered on this website operated by CookieYes Limited of 3 Warren Yard Warren Park,  Wolverton Mill, Milton Keynes, MK12 5NW, United Kingdom, company number 13074037, VAT  number GB381305513. 

By registering for a free trial or completing the online registration form for a chargeable subscription for the Services at cookieyes.com and clicking on the accept buttons relating to our Terms and Conditions, DPA,Refund Policy,Privacy Policy, and Fair Use Policy, you, the Customer, agree to be legally bound by these Terms and Conditions, DPA, Refund Policy, Privacy Policy and Fair Use Policy as they may be modified and posted on our Website from time to time. These Terms and Conditions, together with the DPA, the Fair Use Policy, the Refund Policy, the Privacy Policy and any other policies expressly incorporated by reference, govern the provision and use of the Services. In the event of any inconsistency between the documents forming part of the Agreement, the DPA shall prevail solely in relation to matters concerning the processing of personal data and data protection compliance, and in all other respects these Terms and Conditions shall prevail. The Fair Use Policy and the Refund Policy supplement and form part of these Terms and Conditions and shall not limit or override them unless expressly stated. The Privacy Policy forms part of the Agreement for transparency and informational purposes and shall not override the DPA or these Terms and Conditions unless expressly stated.

If you do not wish to be bound by these Terms and Conditions, DPA, Fair Use Policy, Refund Policy, and Privacy Policy then you may  not register to use a free trial or purchase our Services. 

1. Definitions 

In this Agreement, the following words shall have the following meanings: 

“Agreement”	means these Terms and Conditions, DPA, Fair Use Policy, Refund Policy, and Privacy Policy together;
“Business Day“	means 9.00 am to 5.00 pm UK local time on a Monday to Friday (excluding any national holiday in the UK);
“Company“	means CookieYes Limited;
“Customer Website”	shall mean a single fully qualified domain name (FQDN), such as example.com. For the purposes of this Agreement, subdomains (e.g., app.example.com, blog.example.com) shall be considered separate and distinct Websites, regardless of whether they share the same root domain. References to a domain include standard prefixes such as “www”; for example, www.example.com shall be treated as equivalent to example.com.
“Confidential Information“	means any and all information in whatsoever form relating to the Company or the Customer, or the business, prospective business, finances, technical processes, computer software (both source code and object code), Intellectual Property Rights or finances of the Company or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession by virtue of its entry into this Agreement or provision of the Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information;
“Customer Data“	means all data imported into the Services for the purpose of using the Services or facilitating the Customer’s use of the Services;
“Customer“	means the company or person who completes the online registration form for use of the Services;
“DPA“	means the data processing agreement of the Company published at cookieyes.com/dpa/ as amended from time to time;
“Effective Date“	means the date on which the Customer registers online and agrees to the terms of this Agreement;
“Feedback“	means feedback, innovations or suggestions created by the Customer or users regarding the attributes, performance, or features of the Services;
“Fees“	means the fees as set out in the Company’s online price list where the Customer may order Services which apply after the Trial Period has expired;
“Force Majeure“	means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, pandemic, quarantine restriction, labour dispute, labour shortage, power shortage, including, without limitation, where Company ceases to have access to the Internet for whatever reason, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency;
“Initial Term“	means the fixed initial term starting on the Effective Date, set out in the Order Form (which includes the Trial Period);
“Intellectual Property Rights“	means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;
“Order Form“	means the email confirmation sent to the Customer upon registration;
“Privacy Policy“	means the privacy policy of the Company published at cookieyes.com/privacy-policy/ as amended from time to time;
“Renewal Term“	means the renewal term set out in the Order Form;
“Services“	means the software applications services of the Company, ordered online by the Customer and set out in the Order Form which are made available to the Customer and includes any computer software programmes and, if appropriate, Updates thereto;
“Statistical Data”	means aggregated, anonymised data derived from the Customer’s or user’s use of the Services which does not include any personal data or Customer Confidential Information;
“Term“	means the Initial Term plus any Renewal Term(s);
“Terms and Conditions“	means these terms and conditions of the Company published at cookieyes.com/terms-and-conditions/ as amended from time to time;
“Trial Period”	means the free trial period set out in the Order Form;
“Updates“	means any new or updated applications, services, or tools (including any computer software programmes) made available by the Company as part of the Services.
“Website”	Means the CookieYes Website.

2. Services

1. The Customer engages the Company and the Company agrees to provide the Services to the  Customer from the Effective Date for the Term in accordance with the terms of this Agreement. 
2. The Services shall be available to the Customer 99.9% on a 24 x 7 basis (excluding any  scheduled maintenance,  lack of availability of the Services not caused by the Company or due to its sub-contractors’ breach of the terms of the Agreement with the Company).

3. Informational Content – No legal Advice

1. All content made available on the Website, including on associated subdomains, as well as any information provided through support channels, documentation, blog posts, webinars, emails, or other communications, is provided for general informational purposes only and does not constitute legal advice.
2. The Company does not represent or warrant that such information is accurate, complete, or current with respect to applicable laws or regulations in any specific jurisdiction. No attorney-client relationship is created by the use of the Services or reliance on any information provided.
3. Customers are strongly advised to consult a qualified legal professional licensed in their jurisdiction for legal advice tailored to their specific circumstances.

4. Subscription Licence 

1. The Customer is granted a non-exclusive, non-transferable, revocable license to use the  Services (including any associated software, Intellectual Property Rights, and Confidential  Information) during the Term. Such a license shall permit the Customer to make cache copies of software or other information as are required for the Customer to receive the Services via the  Internet. Where open source software is used as part of the Services, such software use by  the Customer will be subject to the terms of the open source licenses.  
2. No right to modify, adapt, or translate the Services or create derivative works from the  Services is granted to the Customer. Nothing in this Agreement shall be construed to mean, by  inference or otherwise, that the Customer has any right to obtain source code for the software  comprised within the Services. 
3. Disassembly, decompilation, or reverse engineering and other source code derivation of the  software comprised within the Services is prohibited. To the extent that the Customer is  granted the right by law to decompile such software in order to obtain information necessary to render the Services interoperable with other software (and upon written request by the  Customer identifying relevant details of the Services(s) with which interoperability is sought  and the nature of the information needed), the Company will provide access to relevant source  code or information. The Company has the right to impose reasonable conditions including but not limited to the imposition of a reasonable fee for providing such access and information. 
4. Unless otherwise specified in this Agreement, the Services are provided and may be used  solely by the Customer as part of the Customer Website/customer’s desktop architecture. Except as  specifically stated in this Agreement, the Customer may not: (i) lease, loan, resell, or otherwise distribute the Services save as permitted in writing by the Company; (ii) use the Services to  provide ancillary services related to the Services; or (iii) permit access to or use of the  Services by or on behalf of any third party. 
5. The Customer warrants and represents that it shall maintain reasonable security measures  (as may change over time) covering, without limitation, confidentiality, authenticity, and integrity  to ensure that the access to the Services granted under this Agreement is limited as set out  under this Agreement. 
6. The Company may suspend access to the Services, or a portion thereof, at any time, if in the  Company’s sole reasonable discretion, the integrity or security of the Services is in danger of  being compromised by acts of the Customer or its users. Where possible, the Company shall  give the Customer 24 hours written notice, before suspending access to the Services, giving  specific details of its reasons.

5. Intellectual Property Rights 

1. All Intellectual Property Rights and title to the Services (save to the extent incorporating any  Customer Data, Customer or third party owned item) shall remain with the Company and/or its licensors and subcontractors. No interest or ownership in the Services, the Intellectual  Property Rights, or otherwise is transferred to the Customer under this Agreement. 
2. The Customer shall retain sole ownership of all rights, title, and interest in and to Customer  Data and its pre-existing Intellectual Property Rights and shall have the sole responsibility for  the legality, reliability, integrity, accuracy, and quality of the Customer Data. The Customer  grants the Company a non-exclusive, non-transferable, royalty-free licence to use Customer  Data, Customer Intellectual Property Rights, and any third-party owned item from the Effective  Date for the Term to the extent required for the provision of the Services. 
3. The Customer is not allowed to remove any proprietary marks or copyright notices from the  Services. 
4. The Customer assigns all rights, title, and interest in any Feedback by the Customer to the Company. If for any reason such assignment is ineffective, the Customer shall grant the Company a non-exclusive,  perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify, and exploit such Feedback without restriction. 
5. The Customer grants the Company the perpetual right to use Statistical Data and nothing in  this Agreement shall be construed as prohibiting the Company from using the Statistical Data  for business and/or operating purposes, provided that the Company does not share with any  third party Statistical Data which reveals the identity of the Customer or Customer’s  Confidential Information.
6. The Company may take and maintain technical precautions to protect the Services from  improper or unauthorised use, distribution or copying. 
7. The Company reserves the right to cancel any licence at any time at its sole discretion upon  giving 14 days written notice, without any liability other than refunding any Fees already paid  applicable to periods after termination 

6. Ordering, Fees, Invoicing and Payments 

1. The Company is entitled to refuse any order placed by a Customer. If an order is accepted,  the Company will confirm acceptance via email. 
2. No Fees shall be charged for the Services during the Trial Period. 
3. Upon expiry of the Trial Period, the free trial will automatically become a chargeable  subscription to use the Services. The Customer will be invoiced and charged the Fees set out  in the subscription plan the Customer chose upon registering for the free trial. The Company  shall issue invoices to the Customer as set out in the chosen subscription plan for continued  use of the Services. All invoices shall be payable in full by the  Customer.  All fees and prices listed in the pricing plans or elsewhere on the Website are exclusive of any and all applicable taxes, including but not limited to value-added tax (VAT), goods and services tax (GST), sales tax, use tax, or any similar taxes or fiscal obligations imposed by any governmental authority. The Customer shall be solely responsible for the payment of such taxes in accordance with the applicable laws in their jurisdiction.
4. The Customer shall pay all Fees to the Company in advance and the Customer hereby permits the Company to take credit and debit card payments in advance upon the issue of each invoice. The Fee is the price in force and set out in the online price list of the Company at the date and time of each invoice. 
5. The Customer undertakes that all details provided for the purpose of obtaining the Services  will be correct and that banking and card details used are its own and that there are sufficient  funds or credit facilities to cover the Fees.  
6. Where payment of any Fees is not received on the due payment date, the Company may,   disable the Customer’s password, account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services  or be responsible for any loss or damage that the customer may be affected with while the invoice(s) concerned remains unpaid. The Company shall be entitled to charge interest on overdue Fees at the applicable statutory rate. 
7. The Company reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.

7. Coupons

1. Coupons, also known as promotional codes, are special codes that can be applied to the Customer’s purchase to receive a discount or a special offer.
2. Coupons are valid only for a limited time  and may expire without any notice.
3. Coupons may only be used once per Customer and cannot be combined with other promotions or discounts.
4. Some coupons may only be valid for certain plans or services. The Customer should review the coupon details before using them.
5. Coupons may not be used on any past purchases or for any plans or services that have already been paid for.
6. Coupons are not refundable. Once used, they cannot be used again or refunded.
7. The Company reserves the right to modify or cancel any coupons or offers at any time without notice.
8. By using a coupon, the Customer agrees to these terms and conditions.
9. Fraudulent Use of Coupons and Enforcement Actions
   1. Where the Company has reasonable grounds to suspect that a User has engaged in any fraudulent activity, abuse, or misuse of Coupons—including but not limited to creating multiple accounts, using automated systems to redeem offers, exploiting loopholes in the platform, or any other deceptive or manipulative conduct—the Company reserves the right to take any action it deems appropriate. Such actions may include, without limitation:
      1. Immediate suspension or permanent termination of the User’s account(s);
      2. Revocation of access to the Services, either in full or in part;
      3. Cancellation of any active or future Coupons or credits;
      4. Reversal of any benefits obtained through fraudulent means;
      5. Initiation of legal proceedings to recover monetary damages, service fees, or other losses suffered by the Company;
      6. Reporting of the activity to relevant authorities or regulatory bodies, where applicable.
   2. This clause operates in addition to the Company’s general right to revoke or modify coupons as outlined in section 7(7).
   3. THE USER EXPRESSLY AGREES THAT IN CASES OF FRAUD OR ATTEMPTED FRAUD, THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY THE USER AS A RESULT OF ENFORCEMENT ACTIONS, AND RESERVES ALL RIGHTS AVAILABLE UNDER LAW TO PURSUE REMEDIES.

8. Warranties 

1. Each party warrants and represents that: (i) it has full corporate power and authority to enter  into this Agreement and to perform the obligations required hereunder; (ii) the execution and  performance of its obligations under this Agreement does not violate or conflict with the terms  of any other agreement to which it is a party and is in accordance with any applicable laws;  and (iii) it shall respect all applicable laws and regulations, governmental orders and court  orders, which relate to this Agreement. 
2. The Company warrants to the Customer that: (i) it has the right to licence the Services; (ii) the  Services shall be performed with reasonable skill and care and in a professional manner in  accordance with good industry practice; (iii) the Services shall operate to materially provide  the facilities and functions provided by the Company; and (iv) in performing the Services it will not infringe the Intellectual Property Rights of any third party or be in breach of any obligations it may have to a third party. The foregoing warranties shall not: (a) cover deficiencies or damages relating to any third-party components not furnished by the Company; or (b) any third party provided connectivity necessary for the provision or use of the Services. 
3. No warranty is made regarding the results of usage of the Services or that the functionality of  the Services will meet the requirements of the Customer or that the Services will operate  uninterrupted or error-free. 
4. The Customer warrants and represents to the Company that: (i) it rightfully owns the  necessary user rights, copyrights, and ancillary copyrights and permits required for it to fulfil its obligations under this Agreement; (ii) it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity, and integrity to ensure that the access to the Services granted under this Agreement is limited as set out  under this Agreement. In particular, the Customer and users shall treat any identification,  password, username, or other security devices for use of the Services with due diligence and care and take all necessary steps to ensure that they are kept confidential and secure, and are used properly and are not disclosed to unauthorized persons. Any breach of the above shall be immediately notified to the Company in writing. The Customer shall be liable for any breach of this Agreement by its users; and (iii) it shall ensure that its network and systems comply with the relevant specification provided by the Company from time to time and that it is solely responsible for procuring and maintaining its network connections and telecommunications links from the Customer’s systems to the Company’s data centres and all problems,  conditions, delays, delivery failures and all other loss or damage arising from or relating to the  Customer’s network connections or telecommunications links or caused by the Internet. 
5. All third-party content or information provided by the Company via the Services, for example  prices is provided “as is”. The Company provides no warranties in relation to such content or  information and shall have no liability whatsoever to the Customer for its use or reliance upon  such content or information. 
6. Except as expressly stated in this Agreement, all warranties and conditions, whether express  or implied by statute, common law, or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. 
7. The Customer acknowledges that Services should not be used for high-risk applications where  precise locations or features on maps are essential to the Customer, for example, use of the  Services by the emergency services.  

9. Liability 

1. Neither party excludes or limits its liability to the other for fraud, death, or personal injury  caused by any negligent act or omission, or wilful misconduct. 
2. In no event shall either party be liable to the other whether arising under this Agreement or in  tort (including negligence or breach of statutory duty), misrepresentation or however arising,  for any Consequential Loss. ‘Consequential Loss’ shall for the purposes of this section mean:  (i) pure economic loss; (ii) losses incurred by any client of the Customer or other third party;  (iii) loss of profits (whether categorised as a direct or indirect loss); (iv) losses arising from  business interruption; (v) loss of business revenue, goodwill or anticipated savings; and (vi)  losses whether or not occurring in the normal course of business, wasted management or staff  time. 
3. Subject to clauses 9.1 and 9.2, the total liability of the Company to the Customer in aggregate  (whether in contract, tort, or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall be limited to one hundred (100) percent of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by the Customer to the Company during the twelve (12) month period prior to the date on which such claim arose.  If the duration of the Agreement has been less than twelve (12) months, such shorter period shall apply. 
4. The Customer shall be liable for any breaches of this Agreement caused by the acts,  omissions, or negligence of any users who access the Services as if such acts, omissions or  negligence had been committed by the Customer itself. 
5. In no event shall the Customer raise any claim under this Agreement more than one (1) year  after (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement. 
6. The parties acknowledge and agree that in entering into this Agreement, each had recourse to  its own skill and judgment and have not relied on any representation made by the other, their  employees, or agents. 

10. Use of Services and Customer Responsibility

1. The Services provided by the Company are designed to be configurable by the Customer to address their own operational, legal, and technical requirements. While the Company may provide documentation, default configurations, support guidance, or optional recommendations (including those generated via automated or AI-powered features), the Customer retains sole responsibility for evaluating, configuring, and using the Services in a manner suitable for their specific use case and in accordance with all applicable laws and regulations.
2. The Company expressly disclaims any responsibility or liability for any outcomes arising from incorrect configuration, incomplete setup, reliance on optional or default settings, or failure by the Customer to test, validate, or verify the functionality or compliance of the Services prior to implementation.
3. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR LIABILITIES OF ANY KIND-WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL-INCLUDING BUT NOT LIMITED TO MONETARY LOSSES, REGULATORY FINES OR SANCTIONS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR THIRD-PARTY CLAIMS—ARISING FROM THE CUSTOMER’S CONFIGURATION, DEPLOYMENT, OR USE OF THE SERVICES.
4. The Customer agrees to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:
   • the Customer’s configuration, implementation, or use of the Services;
   • any failure by the Customer to comply with applicable laws or regulations; or
   • any third-party claims resulting from the Customer’s use or misuse of the Services.

11. AI DISCLAIMER

1. Certain features of the Services may provide suggestions generated by artificial intelligence, including but not limited to banner configurations, banner texts, consent categorizations, or other automated recommendations. These suggestions are intended to assist Users and are provided on an “as-is” basis for informational purposes only.
2. The Company makes no representations or warranties, express or implied, that such AI-generated content will result in improved website performance, legal compliance, or user experience. The User acknowledges and agrees that reliance on such suggestions is at their sole risk, and the Company shall not be held liable for any consequences, including but not limited to regulatory non-compliance, user complaints, or loss of functionality, arising from the use or implementation of such content.
3. Users are encouraged to independently review all AI-generated content and consult appropriate legal or technical professionals before implementation.
4. This clause shall be subject to the exclusions and limitations set out in Clause 9 (Liabilities).

12. Experimental or Beta Features

1. From time to time, the Company may make certain experimental or pre-release features (“Beta Features”) available to Users as part of a limited testing program. Access to such Beta Features may be offered on an opt-in basis, and participation in the beta program is entirely voluntary.
2. Beta Features are provided for evaluation and testing purposes only, and may contain bugs, errors, or other issues that could cause system instability, incorrect behavior, or unintended interactions with other components of the Services, including but not limited to banners, consent management tools, integrations, or user interfaces.
3. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PERFORMANCE, FUNCTIONALITY, ACCURACY, OR RELIABILITY OF ANY BETA FEATURES. SUCH FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND. USERS ACKNOWLEDGE AND ACCEPT THAT BETA FEATURES MAY CAUSE MALFUNCTIONS, SERVICE INTERRUPTIONS, DATA LOSS, OR OTHER ADVERSE EFFECTS. BY ENABLING OR USING BETA FEATURES, THE USER AGREES THAT THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOSS OF PROFITS, SERVICE OUTAGES, OR REGULATORY NON-COMPLIANCE RESULTING FROM THE USE OF SUCH FEATURES.
4. The Company reserves the right to modify, suspend, or discontinue Beta Features at any time, with or without notice, and has no obligation to include any Beta Features in the general release of the Services.

13. Indemnities 

1. The Company, shall at its own expense: (i) defend, or at its option, settle any claim or suit  brought against the Customer by a third party on the basis of infringement of any Intellectual  Property Rights by the Services (excluding any claim or suit deriving from any Customer  provided item); and (ii) pay any final judgment entered against the Customer on such issue or any settlement thereof, provided that: (a) the Customer notifies the Company promptly of  each such claim or suit; (b) the Company is given sole control of the defence and/or  settlement; and the (c) Customer fully co-operates and provides all reasonable assistance to  the Company in the defence or settlement.
2. If all or any part of the Services becomes, or in the opinion of the Company may become, the  subject of a claim or suit of infringement, the Company at its own expense and sole discretion  may: (i) procure for the Customer the right to continue to use the Services or the affected part  thereof; or (ii) replace the Services or affected part with other suitable non-infringing  service(s); or (iii) modify the Services or affected part to make the same non-infringing. 
3. The Company shall have no obligations under this clause 8 to the extent that a claim is based  on: (i) the combination, operation or use of the Services with other services or software not  provided by the Company, if such infringement would have been avoided in the absence of  such combination, operation or use; or (ii) use of the Services in any manner inconsistent with  the terms of this Agreement; or (iii) the negligence or wilful misconduct of the Customer. 
4. The Customer shall defend, indemnify, and hold the Company and its employees, sub-contractors, or agents harmless from and against any cost, losses, fines, liabilities, and  expenses, including reasonable legal costs arising from any claim relating to or resulting  directly or indirectly from: (i) any claimed infringement or breach by the Customer of any  Intellectual Property Rights with respect to the Customer’s use of the Services outside the  scope of this Agreement; (ii) any access to or use of the Services by users or a third party; and  (iii) use by the Company of any Customer Data or Customer or user-provided item; and (iv)  breaches of data protection law or regulations or the terms of the DPA by the Customer; and  (v) any breach of the terms of this Agreement by a user; and the Company shall be entitled to  take reasonable measures to prevent the breach from continuing. 
5. Subject to clauses 13.1 to 13.4 inclusive, each party (‘the first party’) indemnifies and undertakes to keep indemnified the other party, its officers, servants, and agents (‘the second party’)  against any costs or expenses (including the cost of any settlement) arising out of any claim,  action, proceeding or demand that may be brought, made or prosecuted against the second party under clause 8 of this Agreement. Such indemnity extends to and includes all costs,  damages, and expenses (including legal fees and expenses) reasonably incurred by the  second party in defending any such action, proceeding claim or demands. 

14. Term and Termination 

1. This Agreement will begin on the Effective Date and continue for the Initial Term. Upon expiry of the Initial Term, the Agreement shall automatically renew for further Renewal Terms until a  party terminates in accordance with its rights set out below in this clause 10. 
2. The Customer may terminate this Agreement at any time for convenience by giving 30 days  notice prior to the expiry of the Initial Term or any Renewal Term. Termination shall be effective on the start date of the next applicable Renewal Term.  
3. The Company may immediately terminate this Agreement or the provision of any Services  provided pursuant to this Agreement if: (i) the Customer has used or permitted the use of the  Services otherwise than in accordance with this Agreement; or (ii) the Company is prohibited,  under the laws of England or otherwise, from providing the Services. 
4. Either party shall be entitled to terminate this Agreement on written notice to the other party if  the other party: (i) goes into voluntary or involuntary liquidation (otherwise than for the purpose of a solvent reconstruction or amalgamation) or has a receiver or administrator or similar person appointed or is unable to pay its debts within the meaning of s268 Insolvency Act 1986  or ceases or threatens to cease to carry on business or if any event occurs which is analogous to any of the foregoing in another jurisdiction; or (ii) commits a material breach of any term of this Agreement which, if capable of remedy, is not remedied within five (5) Business Days of receipt of a written notice specifying the breach and requiring it to be remedied; (iii) is prevented by Force Majeure from fulfilling its obligations for more than twenty-eight (28) days. 
5. Upon termination of this Agreement: (i) the Company shall immediately cease providing the  Services to the Customer and all licences granted hereunder shall terminate; (ii) the Customer  shall promptly pay the Company all unpaid Fees for the remainder of the Term. No Fees  already paid shall be refunded if the Agreement is terminated prior to the end of the Term; (iii)  at the option of the Customer, following receipt of a request from the Customer to delete (in  accordance with the terms of the DPA) or return all Customer Data stored in the Company’s  database in a machine-readable format, free of charge, provided that such request is made  within 30 days of termination. If the Customer requires any Customer Data to be returned in a  different format the Company reserves the right to charge for this additional service on a time  and materials basis. 
6. Termination of this Agreement for whatever reason shall not affect the accrued rights of the  parties. All clauses which by their nature should continue after termination shall, for the  avoidance of doubt, survive the expiration or termination of this Agreement and shall remain in force and effect. 

15. Confidential Information 

1. Each party may use the Confidential Information of the disclosing party only for the purposes of this Agreement and shall keep it confidential except for to the extent (if any) the recipient of such information, by law, is required to disclose such information. 
2. Either party may disclose the Confidential Information to its employees and agents on a need-to-know basis for the purposes of this Agreement After the employee or the agent executes a confidentiality undertaking in a form approved by the other party.
3. Both parties agree to return all documents and other materials containing Confidential  Information immediately upon completion of the Services. 
4. The obligations of confidentiality under this Agreement do not extend to information that: (i)  was rightfully in the possession of the receiving party before the negotiations leading to this  Agreement; (ii) is, or after the day this Agreement is signed, becomes public knowledge  (other than as a result of a breach of this Agreement); or (iii) is required by law to be  disclosed.

16. Data Protection 

1. Each party undertakes to comply with its obligations under relevant applicable data protection  laws, principles, and agreements. 
2. To the extent that personal data is processed when the Customer or its users use the Services,  the parties acknowledge that the Company is a data processor and the Customer is a data  controller and the parties shall comply with their respective obligations under applicable data  protection law and the terms of the DPA .
3. If a third party alleges infringement of its data protection rights, the Company shall be entitled  to take measures necessary to prevent the infringement of a third party’s rights from  continuing. 
4. Where the Company collects and processes personal data of the Customer, as a data  controller, when providing the Services to the Customer, for example when the Customer  provides an email address upon registration or when ordering Services, such collection and  processing shall be in accordance with the Privacy Policy.

17. Third Parties 

1. Nothing contained in this Agreement is intended to be enforceable by a third party under the  Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction. 
2. The Services may include or rely upon certain software components, libraries, or modules that are developed, owned, or distributed by third parties. These components may be licensed under open-source licences (such as MIT, Apache, or GPL) or under proprietary commercial licence agreements. The use, distribution, and modification of such third-party components are governed exclusively by the terms and conditions of the respective licences under which they are made available. By using the Services, you acknowledge and agree to be bound by any such third-party licence terms, as applicable. Where required, a list of third-party components and their associated licences will be provided or made available upon request.

18. Force Majeure 

1. If a party is wholly or partially prevented by Force Majeure from complying with its obligations under this Agreement, then that party’s obligation to perform in accordance with this  Agreement will be suspended. 
2. As soon as practicable after an event of Force Majeure arises, the party affected by Force  Majeure must notify the other party of the extent to which the notifying party is unable to  perform its obligations under this Agreement. If the Force Majeure event lasts for more than 28  days, the non-defaulting party may terminate this Agreement with immediate effect without penalty. 

19. Miscellaneous 

1. Should a provision of this Agreement be invalid or become invalid, then the legal effect of the  other provisions shall remain unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid  provision. The same shall apply to any omissions.
2. This Agreement constitutes the whole agreement and understanding between the parties and  supersedes all prior agreements, representations, negotiations, and discussions between the  parties relating to the subject matter thereof. 
3. No party may assign or transfer its rights under this Agreement without the prior written  consent of the other party, such consent shall not be unreasonably withheld, however The  Company shall be entitled to assign the Agreement to any company in the Company’s group  of companies; or (ii) any entity that purchases the shares or assets of the Company as the result of a merger, takeover or similar event, who is not a competitor of the Customer. 
4. The Company and the Customer are independent contractors and nothing in this Agreement  will be construed as creating an employer-employee relationship. 
5. Amendments to, or notices to be sent under this Agreement, shall be in writing and shall be  deemed to have been duly given if: (i) sent by registered post to a party at the address given  for that party in this Agreement; or (ii) to the email address of each party usually used to  correspond within the Services for invoicing. Notwithstanding the aforesaid, the Company may change or modify the terms of this Agreement upon giving the Customer 30 days notice via email. All changes shall be deemed to have been accepted by the Customer unless the  Customer terminates the Agreement prior to the expiry of the 30 day period. 
6. Neither party shall make any public statement, press release, or other announcement relating  to the terms or existence of this Agreement, or the business relationship of the parties, without  the prior written consent of the other party. Notwithstanding the aforesaid, the Company may  use the Customer’s name and trademarks (logo only) to list the Customer as a client of the  Company on its Website and in other marketing materials and information. 
7. This Agreement shall be governed by the laws of England and Wales. The courts of England  shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.